ANSYS (ANSS) shares fell premarket Tuesday after it was announced that the company has to be acquired by Synopsys (NASDAQ:SNPS) for approximately $35 billion in cash and stock.
Under the terms of the agreement, Ansys (NASDAQ:ANSS) shareholders will receive $197 in cash and 0.3450 shares of Synopsys for each Ansys share they own, representing an enterprise value of around $35 billion based on the closing price of Synopsys on December 21, 2023.
The implied per-share amount of $390.19 represents a premium of approximately 29% over Ansys' closing stock price on December 21 and a premium of roughly 35% to Ansys' 60-day volume-weighted average price. The deal will see Ansys shareholders own around 16.5% of the combined company.
Synopsys said it intends to fund the $19 billion of cash consideration through a combination of cash on hand and debt financing, with the company obtaining $16 billion of fully committed debt financing.
The deal is expected to close in the first half of 2025.
The companies believe the deal will create a leader in silicon to systems design solutions, bringing together Synopsys' semiconductor electronic design automation (EDA) with Ansys' broad simulation and analysis portfolio.
They note the combination will combine their capabilities to meet growing customer demand while also accelerating growth and expanding the total addressable market.
"The megatrends of AI, silicon proliferation, and software-defined systems are requiring more compute performance and efficiency in the face of growing, systemic complexity," said Sassine Ghazi, president and CEO of Synopsys.
"Bringing together Synopsys' industry-leading EDA solutions with Ansys' world-class simulation and analysis capabilities will enable us to deliver a holistic, powerful and seamlessly integrated silicon to systems approach to innovation to help maximize the capabilities of technology R&D teams across a broad range of industries.
He added that the deal is the logical next step for their seven-year partnership with Ansys.
Aart de Geus, executive chair and founder of Synopsys, said: "The technology-broadening team-up with Ansys is an ideal, value-enhancing step for our company, our shareholders, and the innovative customers we serve."